Robert H. Dalrymple
About Robert H. Dalrymple
Robert H. Dalrymple, age 74, has served as a director of Chemung Financial Corporation since 1995. He is Secretary and Vice President of Dalrymple Holding Corporation (parent of construction materials and highway construction companies), President of Seneca Stone Corporation, and Vice President of Chemung Contracting Corporation; he is the brother of David J. Dalrymple (Chairman of the Board) . The Board’s independence assessment confirms he is an independent director under NASDAQ standards . Chemung’s bylaws set a retirement age of 75 at the first Annual Meeting thereafter (subject to Board discretion), implying his tenure is approaching this threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chemung Financial Corporation | Director | Since 1995 | Long-standing governance continuity; independent director |
| Dalrymple Holding Corporation | Secretary & Vice President | Since 1994 | Private company executive experience in construction materials/highway construction |
| Seneca Stone Corporation | President | Not specified (current) | Operational leadership in construction materials |
| Chemung Contracting Corporation | Vice President | Not specified (current) | Operations/financial management |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Dalrymple Holding Corporation | Secretary & Vice President | Private | Parent of construction materials/highway construction companies |
| Seneca Stone Corporation | President | Private | Subsidiary of Dalrymple Holding Corporation |
| Chemung Contracting Corporation | Vice President | Private | Subsidiary of Dalrymple Holding Corporation |
| Other public company boards | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Committee assignments: Member, Nominating & Governance; Member, Compensation & Personnel; not on Audit; not a chair of any committee .
- Independence: Independent director under NASDAQ rules; also meets independence requirements for Compensation Committee membership .
- Attendance and engagement: In 2024, each then-current director attended at least 75% of Board and assigned committee meetings; independent directors held two executive sessions chaired by the Board Chairman .
- Board leadership: Chairman role separated from CEO (Chairman: David J. Dalrymple); supports independent oversight .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Basic Annual Retainer | 11,500 | Paid quarterly and trued-up annually |
| Meeting Fee – Board/Committees | 500 per meeting | Applies to directors and committee chairs |
| Chair of Board Supplemental Retainer | 7,750 | Not applicable to R.H. Dalrymple |
| Chair of Board Fees | 3,500 | Not applicable to R.H. Dalrymple |
| Chair of Audit Committee Supplemental Retainer | 2,875 | Not applicable to R.H. Dalrymple |
| Other Committee Chair Fees (Exec/Enterprise Risk/Loan/Trust/Comp/Nom-Gov/ALCO) | 250–3,000 | Not applicable to R.H. Dalrymple |
| 2024 Director Compensation – Robert H. Dalrymple | Amount ($) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | 30,000 | Board/committee fees |
| Stock Awards (Grant-Date Fair Value) | 32,041 | Restricted stock granted 1/17/2024; 1-year vest |
| All Other Compensation | 836 | Includes dividends on restricted stock |
| Total 2024 Compensation | 62,877 | Stock awards comprised ~51% of total (derived from table) |
Performance Compensation
| Equity Instrument | Grant Date | Shares Unvested Outstanding (#) | Vesting | Dividends | Clawback/Other Terms |
|---|---|---|---|---|---|
| Restricted Stock (Director Annual Grant) | 1/17/2024 | 666 (unvested as of 12/31/2024) | Fully vests on first anniversary of grant | Dividends paid on unvested restricted stock included in “All Other Compensation” | Awards subject to clawback in case of misconduct-driven restatement; may also be subject to other clawback policies |
- Performance metrics: Director equity awards are time-based; no performance metric conditions disclosed for director grants (performance awards are permitted under the plan but director grants vest time-based) .
Other Directorships & Interlocks
| Relationship/Entity | Nature | Potential Conflict Consideration |
|---|---|---|
| Familial relationship | Brother of David J. Dalrymple (Board Chairman) | Familial tie at board level; oversight via independence determinations and committee composition |
| RD Wood LLC (5% shareholder) | Managed by Robert & Elizabeth Dalrymple; holds 248,951 shares (5.20%) | Significant ownership via family-controlled entity; alignment and influence considerations |
| Dalrymple Family Limited Partnership (7.08%) | General partners are Henry M. and Matthew D. Dalrymple; not Robert; family-level stake | Family influence; not attributed to Robert’s beneficial ownership |
Expertise & Qualifications
- Business ownership and operations leadership in construction materials and highway construction; strategic planning and financial management competencies cited by the Board .
- Long tenure provides deep familiarity with local markets the bank serves (Board prioritizes directors who know community industries) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Robert H. Dalrymple | 248,951 | 5.20% | Includes: 3,488 shares held solely; 234,486 via RD Wood LLC (managed by Robert & Elizabeth); 10,977 by spouse (disclaimed) |
| Shares Outstanding (Record Date) | 4,789,963 | — | As of April 7, 2025 |
- Unvested director restricted stock outstanding (included within beneficial ownership per director footnote set): 655 shares cited for R.H. Dalrymple in director footnote list .
- Anti-hedging/pledging policy: Directors prohibited from hedging and pledging company stock; short sales and derivatives barred .
Governance Assessment
-
Strengths
- Independence affirmed under NASDAQ rules; serves on governance and compensation committees, supporting oversight of board effectiveness and pay practices .
- Significant equity ownership (5.20%) aligns interests with shareholders; director equity grants vest annually and pay dividends, reinforcing ownership alignment .
- Anti-hedging/pledging and clawback policies mitigate misalignment and misconduct risks .
- Attendance: all directors ≥75% participation; independent directors held executive sessions, indicating engagement .
-
Watch items / potential conflicts
- Familial relationship: Brother serves as Board Chairman; while independence is affirmed and no “compensation committee interlocks” existed in 2024, the family link warrants ongoing monitoring of compensation and governance decisions (he sits on Compensation & Personnel and Nominating & Governance Committees) .
- Concentrated family ownership: RD Wood LLC 5.20% and Dalrymple Family Limited Partnership 7.08% (the latter led by other family members) signal notable family influence over voting power; continue to monitor related-party items and voting outcomes .
- Retirement horizon: Bylaw retirement at 75 suggests near-term refreshment decision (or waiver) may be needed in 2026 cycle; board satisfied with refreshment since 2016 but should plan succession to preserve independence optics .
-
Related-party transactions
- Aggregate loans to directors/executives and related parties totaled $25.4 million at 12/31/2024, made on market terms in compliance with banking regulations; no specific related-party transaction disclosed for Robert beyond ordinary-course banking eligibility .
- No other transaction disclosures involving Robert in 2024; separate lease disclosure pertains to Mr. Buicko’s entity .
Overall, Robert H. Dalrymple brings operational and financial expertise with substantial ownership alignment; the primary governance consideration is managing family influence and committee roles to maintain investor confidence in independent oversight .